Master Services Agreement

1. Services Provided

The Client hereby engages SHARE.ONE to perform services of amongst other things, video testimonial collection, professional content development and creative services; SHARE.ONE shall not utilize the services of  any individual or other entity as a sub-contractor or an independent company to  assist in performing the Services unless SHARE.ONE obtains the prior written  permission of the Client.  

2. Independent Contractor

2.1. The Services performed by SHARE.ONE shall be as an independent contractor and not as an employee.  Accordingly, SHARE.ONE is not entitled to and waives the benefits provided by the  Client to its employees, including, but not limited to, group insurance and participation in the Client’s employee benefit and pension plans.

2.2   SHARE.ONE is not an agent, partner, or joint venture partner of the  Client.  SHARE.ONE shall not represent himself to third persons to be other  than an independent contractor of the Client, nor shall SHARE.ONE permit itself or its Representatives to offer or agree to  incur or assume any obligations or commitments in the name of the Client or for  the Client without the prior written consent and authorization of the Client.

3. Term

The term of this Agreement (the “Term”) will begin on purchase date and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.

4. Payment

4.1 Payments are made to SHARE.ONE.

4.2 Project Fee.  The fees and expenses for the Services performed by SHARE.ONE shall be set forth in each Statement of Work. Unless otherwise set forth in an applicable Statement of Work, all fees and billed expenses are due within thirty (30) days. If Client fails to pay any undisputed invoice within such thirty (30) day period, such unpaid amounts shall be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all expenses of collection, including, but not limited to, SHARE.ONE’s reasonable attorneys’ fees and expenses.

4.3  SHARE.ONE is responsible for payment of its own office expenses such  as rent, utilities, telephone, office supplies and similar costs and  expenses.  The Client will reimburse SHARE.ONE for pre-approved, reasonable and necessary, out-of-pocket  expenses incurred by SHARE.ONE, including  reasonable travel-related expenses, in direct performance of the Services which  shall be set forth in the final invoice together with receipts or other  supporting evidence as may be reasonably requested by the Client.  

If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days written notice unless the breach is cured within the notice period. Company also may terminate this Agreement at any time, with or without cause, upon ten (10) days’ notice, but, if (and only if) without cause, Company shall upon termination pay Consultant all unpaid and undisputed amounts due for Services completed prior to notice of termination. Sections 2 (subject to the limitations on Section 2.3 stated therein) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate such obligations to any other (or potential) client or employer of Consultant.

5. Confidential Information 

Both SHARE.ONE and Client recognize and acknowledge that in connection  with the transactions contemplated herein, they may have access to certain  confidential information that is valuable, special and a unique asset of the  other Party.  Each Party agrees that it  will not disclose such confidential information to any person, firm,  corporation, association or other entity for any purpose or reason whatsoever,  unless (i) such information becomes available to or known by the public  generally through no fault of such Party, (ii) disclosure is required by law or  the order of any governmental authority, provided that prior to disclosing any  information pursuant to this clause (iii) the Party from whom disclosure is  sought shall, if possible, give prior written notice thereof to the Party whose  information is to be disclosed and give that Party the opportunity to contest  such disclosure.  

In the event of a breach or  threatened breach by either Party of the provisions of this Section, the offended Party shall be entitled to an injunction restraining the breaching  Party from disclosing, in whole or in part, such confidential information.  Nothing herein shall be construed as  prohibiting the offended Party from pursuing any other available remedy for  such breach or threatened breach, including the recovery of damages.  The obligations of the Parties under this  Section shall survive the termination of this Agreement.  The Parties further agree to surrender all  confidential data to each other upon request or on cancellation or termination  of this Agreement, and not retain copies or memoranda of said information in  any form whatsoever.  SHARE.ONE shall  be responsible for any breach of the terms of this Section 5 by its  Representatives.

6. Intellectual Property Rights

6.1  All information, data, documents and materials provided by the Client to SHARE.ONE,  or acquired or learned by SHARE.ONE from the Client’s files, documents,  employees or representatives in connection with the Services, shall remain the sole and  exclusive property of the Client.   SHARE.ONE shall obtain no rights whatsoever, whether under applicable  patent, copyright, trade secret laws or otherwise, in such information, data,  documents or materials unless specifically provided in writing by the  Client.  

6.2  All  materials prepared by or on behalf of Client in furtherance of, or in connection with, the Services (collectively, the “Work Product”) will be and  shall remain the sole and exclusive property of the Client and shall be  delivered to the Client upon its request.  The Client shall have full and unlimited right to use all of the same  without any claim or right thereto by SHARE.ONE for any additional compensation  for such use.  All  works of authorship by SHARE.ONE under this Agreement will be “works made for  hire” to the extent allowed by law.  

6.3   SHARE.ONE shall not disclose or provide to the Client any information, ideas, concepts, improvements, discoveries, inventions or forms of expression of ideas that SHARE.ONE does not own or otherwise have the right to disclose  or provide to the Client.  SHARE.ONE represents and warrants to the Client that all  information, ideas, concepts, improvements, discoveries, inventions or forms of expression of ideas disclosed or provided to Client shall be free from third  party claims of ownership and from third party intellectual property rights.

7. Taxes

SHARE.ONE shall be responsible for payment of all taxes arising out of SHARE.ONE’s  activities under this Agreement, including by way of illustration but not  limitation, federal and state income tax, Social Security tax, unemployment  insurance taxes, and any other taxes or business license fees as required.  

8. Notices

All notices under this Agreement shall  be in writing and sent by hand delivery or certified mail to the addresses set  forth at the beginning of this Agreement or such other address for notice as either Party may designate from time to time.

9. Applicable Law; Dispute Resolution 

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, USA,  excluding applicable conflict-of-law rules or principles.  Any dispute arising out of or related to this  Agreement shall be resolved through mediation prior to filing any claims in the local court of law.

10. Limitation of Liability

SHARE.ONE’S LIABILITY SHALL BE LIMITED  TO DIRECT ACTUAL DAMAGES ONLY AND IN NO EVENT WILL EXCEED THE FINAL INVOICE  AMOUNT FOR SERVICES PERFORMED. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND  EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE  WAIVED BY CLIENT. UNLESS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SHARE.ONE  SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR  INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY  STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. THE  LIABILITY OF SHARE.ONE IS LIMITED TO THE VALUE OF THE CONTRACT.   

11. Severability

The terms in this Agreement shall be enforceable to the fullest extent  permitted by law.  If any such term or  covenant or the application thereof to any person or circumstance shall be  construed to be invalid or unenforceable, then such term shall be construed in  a manner as to permit its enforceability to the fullest extent permitted by  law.  The remaining provisions of this Agreement shall remain in full force and effect.

12. Assignment

This Agreement shall not be assigned by either party unless such  assignment is first approved in writing by the parties.

13. Termination

13.1   The parties may terminate this  Agreement as follows:   (i) At any time for any reason by  giving at least thirty (30) days’ notice in writing; or (ii) Effective immediately upon written notice to in the event either party fails to comply with any provisions of this  Agreement.  

13.2   If this Agreement is terminated after commencement of any Services hereunder, SHARE.ONE will provide a list of  projects worked on prior to the notice of termination.  The Client will pay for all services  performed prior to the notice of termination.  Pre-approved expenses which have already been paid by SHARE.ONE will be  paid with the final payment, subject to the right of retainage or withholding  as set forth in this Agreement.     

13.3   In the event such termination by  SHARE.ONE occurs prior to commencement of any Services, the Client shall incur no liability whatsoever to SHARE.ONE, including but not limited to, SHARE.ONE’s  costs associated with proposal preparation, the purchase of equipment or  materials or supplies, and the hiring or reassignment of employees.

14. No Refund Policy

A lot of work goes into onboarding new clients into our system therefore, all sales made through SHARE.ONE are final. We do not offer refunds or exchanges for any products or services unless explicitly stated otherwise. This policy applies to all purchases, including digital products, customized items, event tickets, and more. If you encounter any issues with a purchased product or service, please contact our customer support team for assistance. By completing a purchase with us, you agree to adhere to this no refund policy.

15. Other Agreements/Modifications

This Agreement supersedes all other preceding  agreements between the Parties and constitutes the entire agreement of the  Parties regarding the performance of the Services.  This Agreement may not be amended, modified,  superseded, canceled, renewed, or extended without a written instrument executed by both Parties.